Brian Dorsey
About Brian Dorsey
Brian T. Dorsey, 56, is Chief Operating Officer of ARS Pharmaceuticals (SPRY) and has served in this role since December 2022; he previously served as Senior Vice President of Operations and Project Management from 2018 to December 2022 . He has 30+ years of drug development, regulatory, and QC/QA leadership experience spanning early development through FDA approval, with prior senior roles at Apricus BioSciences, Pernix Therapeutics, Somaxon Pharmaceuticals, Maxim Pharmaceuticals, Baxter Bioscience, Chugai Biopharmaceuticals, and within Agouron/Warner Lambert/Pfizer; he holds an M.S. in Executive Leadership and a B.A. in chemistry from the University of San Diego . SPRY’s proxy does not disclose TSR, revenue growth, or EBITDA growth attributable to Dorsey’s tenure; therefore these items are omitted.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apricus BioSciences (Nasdaq: APRI) | Chief Development Officer | 2014–2018 | Led development; provided high-level drug development and regulatory leadership . |
| Pernix Therapeutics Holding | SVP Research & Development; Chief Compliance Officer | — | Drug development and compliance leadership . |
| Somaxon Pharmaceuticals | SVP Technical Operations & Regulatory Affairs | — | Technical operations and regulatory leadership . |
| Maxim Pharmaceuticals | Head of Project Management, Medical Writing & Library Services | — | Program management and documentation leadership . |
| Baxter Bioscience | Head of Biopharmaceutical Project Management | — | Biopharma project management leadership . |
| Chugai Biopharmaceuticals | Manager, Chemistry, Manufacturing & Controls (CMC) | — | CMC management . |
| Agouron/Warner Lambert/Pfizer | Various positions | — | Led development projects in antiviral, oncology, ophthalmology . |
External Roles
| Organization | Role |
|---|---|
| Forward Sciences | Director |
| Forge Therapeutics | Director |
| Blacksmith Medicines | Director |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $451,000 | Increased effective Jan 1, 2024 . |
| Target Bonus (%) | 40% | Approved by Compensation Committee . |
| All Other Compensation ($) | $21,450 | Includes approx. $17,250 401(k) match . |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual/Payout | Basis |
|---|---|---|---|---|
| Corporate goals | 100% of annual bonus | 40% of $451,000 = $180,400 | Achieved at 130% → $234,520 | R&D and regulatory objectives; Board/Committee assessed . |
Equity Awards (Outstanding as of Dec 31, 2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Vesting Details |
|---|---|---|---|---|---|
| 11/29/2018 | 21,828 | — | 0.64 | 11/28/2028 | Fully vested per terms . |
| 03/07/2019 | 85,687 | — | 0.79 | 03/06/2029 | Fully vested per terms . |
| 07/05/2019 | 127,645 | — | 0.84 | 07/04/2029 | Fully vested per terms . |
| 12/17/2019 | 82,733 | — | 0.84 | 12/16/2029 | Fully vested per terms . |
| 10/06/2021 | 82,733 | — | 1.44 | 10/05/2031 | Vests 25% after 1-year from 07/15/2021, then monthly over 36 months; early exercisable; CIC acceleration under Private ARS plan . |
| 12/14/2021 | 82,733 | — | 1.44 | 12/13/2031 | Vests 25% after 1-year from 12/01/2021, then monthly over 36 months; early exercisable; CIC acceleration under Private ARS plan . |
| 01/03/2023 | 69,479 | 75,521 | 8.42 | 01/02/2033 | Vests 25% after 1/01/2023 anniversary, then monthly over 36 months . |
| 01/02/2024 | — | 350,000 | 5.58 | 01/01/2034 | Vests 25% after 1/01/2024 anniversary, then monthly over 36 months . |
| Equity Grant Accounting Value |
|---|
| 2024 Option Awards, grant-date fair value: $1,528,100 . |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 714,085; <1% of outstanding . |
| Common Shares Held | 7,652 . |
| Shares Acquirable within 60 Days (options) | 706,433; includes 15,514 unvested but early exercisable and subject to repurchase while unvested . |
| Shares Outstanding Basis | 98,129,804 shares as of Mar 31, 2025 . |
| Hedging/Pledging | Company policy prohibits short sales, options, hedging, and pledging/margining by directors/officers/employees . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Executed Oct 2018; initial base salary $100,000; as of Jan 1, 2024 base $451,000 . |
| Severance (Employment Agreement) | If terminated without Cause or resigns for Good Reason after initial 12 months: 3 months base salary continuation + up to 3 months COBRA premiums, subject to release . |
| Change in Control & Severance Benefit Plan (Nov 2020) | During CIC period (3 months pre-close to 12 months post-close): other executive officers receive lump sum 18 months base salary + 150% of annual target cash bonus + prorated target bonus + up to 18 months health benefits + accelerated vesting of all outstanding stock options and stock awards, subject to release (double-trigger) . |
| Severance Outside CIC (Plan) | Other executive officers: 9 months base salary continuation + up to 9 months health benefits . |
| Clawback Policy | Incentive compensation recoupment policy effective Oct 2, 2023 (applies to cash/equity incentive comp upon accounting restatement) . |
Compensation Committee Analysis
- Compensation Committee members: Saqib Islam (Chair) and Peter A. Thompson; both independent under Nasdaq rules .
- Market benchmarking: Radford/Aon engaged Nov 2023 to review executive/director pay vs a peer group; guideline targets generally reference the 50th percentile for cash and equity, with discretion to deviate based on experience/performance/equity holdings/market factors .
- Equity grant practices: Annual refresh grants generally effective first business day after Jan 1; options priced at fair market value on grant date; no timing of awards based on MNPI; non-officer grants follow written guidelines .
Investment Implications
- Option-heavy, multi-year vesting and prohibition on hedging/pledging support long-term alignment; Dorsey holds 706,433 options exercisable within 60 days and new grants vest through 2027–2028 on a monthly schedule .
- 2024 bonus paid at 130% of target ($234,520) indicates above-plan execution against corporate R&D/regulatory milestones, a positive indicator for operational delivery .
- Change-in-control economics include 18 months base, 150% of target bonus, prorated bonus, benefits, and full equity acceleration (double-trigger), which reduces retention risk in strategic transactions but may increase cost of leadership transitions .
- Severance outside CIC under the plan (9 months) is more protective than his legacy employment agreement terms (3 months); governance strengthened by an adopted clawback policy .